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Exhibit
10.27C
For Non-Employee Directors
Only
PEOPLE’S UNITED
FINANCIAL, INC.
2007 STOCK OPTION
PLAN
STOCK OPTION
AGREEMENT
Granted to:
(“you” or the
“Participant”)
In accordance with the terms of the
People’s United Financial, Inc. 2007 Stock Option Plan (the
“Plan”), People’s United Financial, Inc.
(“People’s United”) is pleased to grant you a
Non-Qualified Stock Option (the “Option”) to purchase
shares of People’s United Common Stock (the “Optioned
Shares”). The Option shall consist of two parts: a retention
award equal to 55% of the Optioned Shares (the “Retention
Award”), and a recognition award equal to the remaining 45%
of the Optioned Shares (the “Recognition Award”). The
Option is exercisable at the times specified in Section 3 of
this Agreement, and is subject to the other terms and conditions
contained in this Agreement and in the Plan.
You and People’s United agree that
the Option is subject to the following terms and
conditions:
1. Definitions . All
of the terms and provisions of the Plan are deemed incorporated
into this Agreement by reference to the same effect as if the Plan
were set forth herein in its entirety. All terms used in this
Agreement and defined in the Plan shall, unless otherwise defined
herein, have the same meanings as in the Plan. The term
“Common Stock” refers to the Common Stock, par value
$.01 per share, of People’s United Financial, Inc., and
includes any stock or other securities into which such shares of
Common Stock may be changed, as contemplated by Section 7.3 of
the Plan. The terms “affiliate”,
“directors”, “person”, and
“security”, or any variations of such terms, shall have
the broadest meanings assigned to them by the Securities Act of
1933, as amended (the “Securities Act”), or the
Exchange Act. The terms “you” and “your”
shall include, when the context requires, any persons entitled to
exercise the Option by virtue of Section 6 of this
Agreement.
2. Grant Date; Term of
Option; Option Price . The Option is granted and made effective
(the “Grant Date”) and shall expire at the end of the
Option Period as specified in Section 8 of this Agreement. The
Exercise Price for the Option is $
per share, which represents the Fair Market Value of the Common
Stock on the Grant Date.
3. Exercise of Option
. Provided that the Option has not sooner expired in accordance
with the Plan or Section 8 hereof, the Option will be
exercisable with respect to twenty percent (20%) of the
Optioned Shares on each anniversary of the Grant Date
beginning on the first anniversary (
) and continuing through the fifth anniversary of the Grant Date (
). The Option will only be exercisable if you have continuously
been an Eligible Director of an Employer from the Grant Date
through the exercise date; provided, however, that notwithstanding
the foregoing, the Option will become immediately exercisable with
respect to Optioned Shares that are not yet exercisable and that
comprise the Recognition Award as of the date of your termination
of Service with an Employer by reason of your death or Disability.
The Option relating to Optioned Shares that comprise the Retention
Award that are not yet exercisable as of the date of your
termination of Service with an Employer shall not become
exercisable upon termination of Service by reason of your death or
Disability, and will be forfeited. Notwithstanding anything to the
contrary in the foregoing, all Optioned Shares shall become fully
exercisable upon the occurrence of a Change of Control if you are
an Eligible Director of an Employer at the time a Change of Control
occurs.
Once Optioned Shares have become
available for purchase in accordance with the foregoing schedule,
any unpurchased Optioned Shares included in an installment or part
of an installment of Optioned Shares shall remain subject to
purchase on a cumulative basis until the Option expires in
accordance with the Plan or Section 8 hereof. The Option may
not be exercised for fractional shares of Common Stock, and all
fractional shares shall be rounded to the nearest whole number
below the actual number of shares.
4. Method of Exercise
. You (or such other person as is provided in Section 6
hereof) may exercise the Option only by delivering written notice
to People’s United setting forth your irrevocable election to
purchase all or a designated part of any then exercisable
installment or installments of Optioned Shares. Subject to
Section 8 hereof, the notice of exercise must be delivered to
People’s United on or before the close of business on a date
which is or precedes the last day of the Option Period, except that
if the last day of the Option Period is a Saturday, Sunday or a day
on which either the corporate headquarters of People’s United
or the markets for equity securities generally are closed, the
notice shall be delivered before the close of business on the
business day preceding the last day of the Option
Period.
The notice shall contain specific
reference to this Agreement and the Plan and must be signed by you
(or by such other person as is provided in Section 6 hereof).
The notice shall be accompanied by payment in full of the Exercise
Price by cash, certified or bank check or, if the Committee
consents, payment in full or in part may also be made in the form
of Common Stock already owned by you, as provided in
Section 6.1 of the Plan. Payment for any Optioned Shares to be
purchased upon exercise of the Option may also be made by
delivering a properly executed exercise notice to People’s
United, together with a copy of irrevocable instructions to a
broker to deliver promptly to People’s United the amount of
sale or loan proceeds to pay the purchase price. If at any time
this Agreement is in effect, you are or potentially could be
subject to Section 16 of the Exchange Act, an election to make
payment in full or in part in the form of Common Stock shall be
subject to compliance with the provisions of Section 16 of the
Ex
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